OCZ Technology Group, Inc.| 6373 San Ignacio Ave.., San Jose, CA 95119 | Tel: (408) 733-8400 Fax: (408) 733-4900 |
December 30, 2010
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: OCZ Technology Group, Inc.
Registration Statement on Form S-1, as amended
File Number 333-171109
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, OCZ Technology Group, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement be accelerated so that it will become effective at 5:00 p.m. eastern time on Monday, January 3, 2011, or as soon thereafter as practicable.
In connection with this acceleration request, the Company acknowledges that:
| · | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, OCZ TECHNOLOGY GROUP, INC. By: /s/ Arthur F. Knapp, Jr. Arthur F. Knapp, Jr. Chief Financial Officer |